PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company currently has eleven directors.

HOW MANY DIRECTORS ARE NOMINATED EACH YEAR?

The directors are divided into three classes so that approximately one-third of the directors are elected each year for three-year terms. Directors are elected to hold office until their successors are elected and qualified, or until resignation or removal in the manner provided in our bylaws. Four directors are nominees for election this year. The remaining directors will continue to serve the terms described in their biographies.

WHO ARE THE NOMINEES?

Nominees for election this year are Mrs. Mary Jane Fate, Mr. John F. Kelly, Mr. Bruce R. Kennedy and Mr. J. Kenneth Thompson. Each nominee is presently a director of the Company and has consented to serve a three-year term ending in 2003.

The Board recommends a vote for election of each of the director nominees.

MARY JANE FATE

Mrs. Fate, age 66, has been a director since 1979 and serves on the Company's Compensation Committee. She has served as General Manager of a family business in Fairbanks, Alaska, since 1989. She was President and Executive Director of Baan o yeel kon Corporation (an Alaska Native village corporation) from 1981 to 1989. She is a director of Alaska Airlines and Baan o yeel kon Corporation, and a member of the University of Alaska Board of Regents.

JOHN F. KELLY

Mr. Kelly, age 55, has been a director since 1989 and serves on the Company's Executive Committee. He was elected Chairman, President and Chief Executive Officer of Alaska Air Group and Chairman and Chief Executive Officer of Alaska Airlines in February 1995. He also served as President of Alaska Airlines from 1995 to 1997, Chief Operating Officer from November 1994 to February 1995 and as Vice President/Marketing from 1981 to June 1987. He has served Horizon Air as its Chairman since February 1991, except the period from November 1994 to February 1995, and was President and Chief Executive Officer from June 1987 to November 1994. He also serves on the board of the Air Transport Association and is a director of Avista Corp., a public utility based in Spokane, Washington.

BRUCE R. KENNEDY

Mr. Kennedy, age 61, has been a director since 1972 and has served as Chairman of the Company's Executive Committee since 1985, except for the period from November 1994 to February 1995. He is Chairman Emeritus of Alaska Air Group and served as its Chairman, Chief Executive Officer and President from 1985 to 1991. He was also Chairman of Alaska Airlines from 1979 to 1991, Chief Executive Officer from 1979 to 1990 and President from 1978 to 1990. He serves on the board of directors of Horizon Air and of the ARIS Corporation, a Seattle-based company that provides information technology services.

CURRENT BOARD MEMBERS

Current Board members

. William S. Ayer
. Ronald F. Cosgrave
. R. Marc Langland
. Byron I. Mallott

J. KENNETH THOMPSON

Mr. Thompson, age 48, was appointed a director in October 1999 and serves on the Company's Compensation Committee. He is Executive Vice President of ARCO's Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore. He was formerly President of ARCO Alaska, Inc., the parent company's oil and gas producing division based in Anchorage. He remains Chairman of the Board of ARCO Alaska, Inc. Mr. Thompson currently serves on the boards of the Upstream Committee of the American Petroleum Institute, the Virginia Indonesia Company, the U.S.-ASEAN Business Council, and the Business Network energy advisory group to APEC.

WHO ARE THE OTHER DIRECTORS?

WILLIAM S. AYER

Mr. Ayer, age 45, was appointed a director in July 1999. He is President of Alaska Airlines and serves on the boards of Alaska Airlines, AirLifeLine, Inc., the Alaska Airlines Foundation, the University of Washington Business School Advisory Board, and the Ronald McDonald House Charities of Western Washington. Mr. Ayer's term will expire in 2001.

RONALD F. COSGRAVE

Mr. Cosgrave, age 68, serves on the Company's Executive Committee. He has served on the Board of Directors since 1971, except during the period 1981 to 1983. He was Chairman of Alaska Northwest Properties Inc. from 1979 to 1997, when he became Executive Manager of ANP, LLC. Mr. Cosgrave is a retired Chairman and Chief Executive Officer of Alaska Airlines. He is also Chairman Emeritus and a director of Alaska Airlines. Mr. Cosgrave's term expires in 2001.

R. MARC LANGLAND

Mr. Langland, age 58, has been a director since 1991. He is a member of the Company's Executive Committee and Chairman of the Compensation Committee. He has been President of Northrim Bank, Anchorage, Alaska, since November 1990 and Chairman since January 1998. He was Chairman and Chief Executive Officer of Key Bank of Alaska from 1987 to 1988 and President from 1985 to 1987. He served on the Board of Trustees of the Alaska Permanent Fund Corporation from February 1987 to January 1991 and was Chairman from June 1990 to January 1991. He is also a director of Alaska Airlines, Northrim Bank, Usibelli Coal Mine, and Saltchuk Resources, Inc. Mr. Langland's term expires in 2001.

BYRON I. MALLOTT

Mr. Mallott, age 56, has been a director since 1982 and is Chairman of the Company's Audit Committee. He is President of the First Alaskans Foundation. From 1995 to 1999, he served as Executive Director (chief executive officer) of the Alaska Permanent Fund Corporation, a trust managing proceeds from the state of Alaska's oil revenues. He was a director of Sealaska Corporation,

CURRENT BOARD MEMBERS

Current Board members

. John V. Rindlaub
. Patricia Q. Stonesifer
. Richard A. Wien

Juneau, Alaska, from 1972 to 1988; Chairman from 1976 to 1983; and Chief Executive Officer from 1982 to 1992. He owns Mallott Enterprises (personal investments) and is a director of Horizon Air, Alaska Communications Systems, Sealaska Corporation, and the Native American National Bank. His term will expire in 2002.

JOHN V. RINDLAUB

Mr. Rindlaub, age 55, has been a director since 1996 and serves on the Company's Audit Committee. He currently serves as President, Bank of America, Northwest, which includes responsibility for Washington, Oregon, Idaho and Alaska. In addition, he is responsible for the bank's commercial and retail business in Hong Kong and serves as Chairman, Bank of America, Asia, Ltd. He was Chairman of Seafirst Bank from 1993 through 1999. Prior to his position at Seafirst, Mr. Rindlaub served as Group Executive Vice President/Asia Division for Bank America and as a managing director for Bankers Trust Company New York, Investment Banking Group. He is also a director of Horizon Air and of the 12th Federal Reserve District, Federal Reserve Bank of San Francisco. Mr. Rindlaub's term expires in 2001.

PATRICIA Q. STONESIFER

Ms. Stonesifer, age 43, has been a director since July 1998 and serves on the Audit Committee. She is President and Co-Chair of the Bill and Melinda Gates Foundation, Seattle, Washington. In 1997, Ms. Stonesifer served as a technology consultant to Dreamworks SKG. From 1988 to 1997 she held various positions at Microsoft, Inc., most recently serving as senior vice president of Microsoft's Interactive Media Division. Ms. Stonesifer currently serves on the boards of Alaska Airlines, Amazon.com, Inc., CBS Corporation, and Kinko's, Inc. Her term expires in 2002.

RICHARD A. WIEN

Mr. Wien, age 64, has been a director since 1982 and serves on the Company's Compensation and Audit Committees. He played an active role in the management of Wien Airlines until 1969, when he was elected President of Merric, Inc., an Alaska helicopter contract and charter service company. After Merric merged with Era Aviation in 1973, Mr. Wien served as Era's Executive Vice President until 1981. He has been Chairman and Chief Executive Officer of Florcraft, Inc. (retail flooring), Fairbanks and Anchorage, Alaska, since 1986. He is also a director of Horizon Air, National Bank of Alaska and Usibelli Coal Mine. Mr. Wien's term expires in 2002.

PROPOSALS TO BE VOTED ON